COMPENSATION DISCUSSION AND ANALYSIS
Introduction
This compensation discussion and analysis provides information about the material elements of compensation that are paid, awarded to, or earned by our “named executive officers,” who consist of our principal executive officer, principal financial officer and our three other most highly compensated executive officers for fiscal year 2021.2022. Our named executive officers (“NEOs”) for fiscal year 20212022 are:
Stephen Cooper, Chief Executive Officer (“CEO”)
Eric Levin, Executive Vice President and Chief Financial Officer (see “Executive Officers” below)
Louis Dickler, Senior Vice President & Corporate Controller, Former Acting Chief Financial Officer
Max Lousada, Chief Executive Officer, Warner Recorded Music
Carianne Marshall, Co-Chair and Chief Operating Officer, Warner Chappell Music
Guy Moot, Co-Chair and Chief Executive Officer, Warner Chappell Music
As previously disclosed, Mr. Louis Dickler served as our Acting Chief Financial Officer from November 11, 2021 to February 15, 2022 in connection with a temporary medical leave of absence taken by our Executive Vice President and Chief Financial Officer, Eric Levin. On February 15, 2022, Mr. Levin resumed his role as Executive Vice President and Chief Financial Officer of the Company, and Mr. Dickler resumed his role of Senior Vice President & Corporate Controller of the Company.
Appointment of Robert Kyncl as CEO Beginning in Fiscal Year 2023
On June 22, 2022, the Company announced that it had begun planning for the succession of our CEO and director, Stephen Cooper. On September 21, 2022, the Board announced that Mr. Robert Kyncl was selected to succeed Mr. Cooper as CEO and a director of the Company.
Mr. Kyncl joined the Company on January 1, 2023, following the end of fiscal year 2022. From January 1, 2023 to January 31, 2023, Mr. Cooper and Mr. Kyncl will serve as Co-CEOs of the Company. On January 31, 2023, Mr. Cooper will retire from the Company and resign from the Board. Following his retirement, Mr. Cooper has agreed to provide consulting services to the Company through January 31, 2024. Effective as of February 1, 2023, Mr. Kyncl will become the Company’s sole CEO and will be appointed to the Board. On September 20, 2022, the Company entered into an employment agreement with Mr. Kyncl. See “Summary of NEO Employment Arrangements—Employment Arrangements with Stephen Cooper” below.
To support the leadership transition, Mr. Cooper has agreed to provide consulting services to the Company, pursuant to a separation and consulting agreement with Mr. Cooper on January 17, 2023. See “Summary of NEO Employment Arrangements—Employment Agreement with Robert Kyncl” below.
Role of the Compensation Committee
The Compensation Committee is responsible for overseeing our compensation programs. As part of that responsibility, the Compensation Committee determines all compensation for the Company’s executive officers. For executive officers other than the CEO, the Compensation Committee considers the recommendation of the CEO and the Executive Vice President and Chief People Officer in making its compensation determinations. The Committee interacts regularly with management regarding our executive compensation initiatives and programs. The Compensation Committee has the authority to engage its own advisors. During fiscal year 2021, no independent2022, the Compensation Committee retained a compensation advisor provided any advice orconsultant, Frederic W. Cook & Co. (“FW Cook”), to provide recommendations on the amount orand form of compensation regarding Mr. Kyncl’s employment agreement. During fiscal year 2022, the Compensation Committee retained a compensation consultant, Frederic W. Cook & Co. (“FW Cook”), to provide independent advice on executive pay matters. During fiscal year 2022, this included recommendations on the amount and directorform of compensation provided under Mr. Kyncl’s employment agreement, as well as advice and recommendations regarding new employment agreements with other executive officers, including Maria Osherova, Paul Robinson and James Steven. The Compensation